EX-10.3






Exhibit 10.3




NONQUALIFIED STOCK OPTION AGREEMENT




     This
Nonqualified Stock Option Agreement (“Agreement”) has been entered into as of the ___ day
of ____________, 20___, between NorthWest Indiana Bancorp, an Indiana corporation (the “Company”),
and __________________, an [employee/director] of the Company or one of its affiliates
(“Participant”), pursuant to the Company’s Amended and Restated 2004 Stock Option and Incentive
Plan (the “Plan”). Capitalized terms used herein and not defined herein have the meanings set
forth in the Plan.



     WHEREAS, the committee of the Board of Directors of the Company appointed to administer the
Plan (the “Committee”) has determined to grant to Participant an option to purchase shares of the
Company’s Common Stock pursuant to the terms and conditions as provided in the Plan and this
Agreement; and



     WHEREAS, the Company and Participant desire to set forth the terms and conditions of the
option;



     NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this
Agreement, the Company and the Participant agree as follows:



     Section 1. Grant of Option and Exercise Price. Subject to the terms and
conditions stated in the Plan and this
Agreement as of _________ ___, ______ (the “Date of Grant”),
the Committee has granted to Participant an option (the “Option”) to purchase _________ shares of the
Company’s Common Stock (the “Shares”) at an exercise price per Share equal to $_________ (the
“Exercise Price”).



     Section 2. Nonqualified Stock Option. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.



     Section 3. Exercise of Option. The Option shall become exercisable as
follows or on such earlier date as provided in the Plan:
_______________________________________.



     Section 4. Term of Option. Unless sooner terminated as provided in the Plan,
the Option shall expire ten years from the Date of Grant.



     Section 5. Method of Exercise. The Participant may exercise the Option in
the manner stated in the Plan.



     Section 6. Termination. If the Participant ceases to maintain Continuous
Service for cause, or voluntarily for any reason other than death, Disability or Retirement, all
rights under the Option shall terminate immediately upon cessation of Continuous Service. If the
Participant ceases to maintain Continuous Service by reason of death, Disability or Retirement,
then the Participant may exercise the Option, but only to the extent the Participant was entitled
to exercise the Option at the date of such cessation, at any time during the remaining term of the
Option. If the Participant ceases to maintain Continuous Service for any reason other than those
set forth above, Participant may exercise the Option to the extent that the Participant was
entitled to exercise the Option at the date of such cessation for a period of three months
immediately succeeding such cessation of Continuous Service, and in no event after the expiration
date of the Option.



     Section 7. Plan Controlling. The Option and the terms and conditions set
forth in this Agreement are subject in all respects to the terms and conditions of the Plan, which
are controlling. All determinations and interpretations of the Committee shall be binding and
conclusive upon the Participant and his or her legal representatives.



     Section 8. Qualification of Rights. Neither this Agreement nor the existence
of the Option shall be construed as giving the Participant any right (a) to be retained as a
director or employee of the Company or any of its affiliates; or (b) as a shareholder with respect
to the Shares until the certificates for the Shares have been issued and delivered to the
Participant.



     Section 9. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.



     Section 10. Notices. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered personally or sent by
registered or certified first-class mail, postage prepaid and return receipt required, addressed as
follows: if to the Company, to the Company’s executive offices in Munster, Indiana, and



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if to the Participant or his or her successor, to the address last furnished by the
Participant to the Company. Each notice and communication shall be deemed to have been given when
received by the Company or the Participant.



     Section 11. Transferability. The Participant shall not sell, assign,
transfer, pledge or otherwise encumber the Option, except in the event of death of Participant, by
will or laws of descent and distribution.



     Section 12. Representations and Warranties of Participant. The Participant
represents and warrants to the Company that he or she has received and reviewed a copy of the Plan.



     Section 13. Withholding. In connection with the delivery of shares of Common
Stock as a result of the exercise of the Option, the Company shall have the right to require the
Participant to pay an amount in cash sufficient to cover any tax, including any Federal, state or
local income tax, required by any governmental entity to be withheld or otherwise deducted and paid
with respect to such delivery (“Withholding Tax”), and to make payment to the appropriate taxing
authority of the amount of such Withholding Tax.



     Section 14. No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or
deprive that party of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.



     IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as of the date
first written above.



	 	 	 	 	 
	 	NORTHWEST INDIANA BANCORP

 	 
	 	By:  	
 	 
	 	 	Name 	 	 
	 	 	Title	 	 
	 
	 	

[Signature of Participant] 	 
	 




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